{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1099.12.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1099.12.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1099.12.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1099.12.html"}],"law_id":63314,"edition_id":1,"section_id":63314,"structure_id":13582,"section_number":"13.1-1099.12","catch_line":"Winding up dissolved protected series; voluntary cancellation","history":"2019, c. 636.","full_text":"A\n\nSubject to subsection B and in accordance with \u00a7 13.1-1094:1\n\nA dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its affairs under Article 9 (§ 13.1-1046 et seq.); and2\n\nJudicial supervision or other judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, and under the same conditions that apply under Article 9 (§ 13.1-1046 et seq.) in the winding up of a limited liability company.B\n\nWhen the affairs of a protected series have been wound up, the series limited liability company that established the protected series shall deliver to the Commission for filing a statement of designation cancellation setting forth:1\n\nThe name of the protected series;2\n\nThe identification number issued by the Commission to the protected series;3\n\nThe name of the series limited liability company that established the protected series;4\n\nThe effective date of the certificate of protected series designation;5\n\nA statement that the protected series has completed the winding up its affairs; and6\n\nAny other information that the associated members of the protected series determine to include therein, including the reason for the filing of the statement of designation cancellation.C\n\nIf the Commission finds that the statement of designation cancellation complies with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of designation cancellation, canceling the protected series’ existence. Upon the effective date of such certificate, the existence of the protected series shall cease, except for the purpose of suits, other proceedings, and appropriate actions by members as provided in this chapter.D\n\nA series limited liability company does not complete its winding up until each of its protected series has completed its winding up.","order_by":null,"text":{"0":{"id":230707,"text":"Subject to subsection B and in accordance with \u00a7 13.1-1094:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":230708,"text":"A dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its affairs under Article 9 (§ 13.1-1046 et seq.); and","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":230709,"text":"Judicial supervision or other judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, and under the same conditions that apply under Article 9 (§ 13.1-1046 et seq.) in the winding up of a limited liability company.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":230710,"text":"When the affairs of a protected series have been wound up, the series limited liability company that established the protected series shall deliver to the Commission for filing a statement of designation cancellation setting forth:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"B1"},"4":{"id":230711,"text":"The name of the protected series;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"5":{"id":230712,"text":"The identification number issued by the Commission to the protected series;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"6":{"id":230713,"text":"The name of the series limited liability company that established the protected series;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"7":{"id":230714,"text":"The effective date of the certificate of protected series designation;","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"8":{"id":230715,"text":"A statement that the protected series has completed the winding up its affairs; and","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"B6"},"9":{"id":230716,"text":"Any other information that the associated members of the protected series determine to include therein, including the reason for the filing of the statement of designation cancellation.","type":"section","prefixes":["B","6"],"prefix":"6","entire_prefix":"B6","prefix_anchor":"B6","level":2,"prior_prefix":"B5","next_prefix":"C"},"10":{"id":230717,"text":"If the Commission finds that the statement of designation cancellation complies with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of designation cancellation, canceling the protected series’ existence. Upon the effective date of such certificate, the existence of the protected series shall cease, except for the purpose of suits, other proceedings, and appropriate actions by members as provided in this chapter.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B6","next_prefix":"D"},"11":{"id":230718,"text":"A series limited liability company does not complete its winding up until each of its protected series has completed its winding up.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":13582,"edition_id":1,"name":"Protected Series","identifier":"16","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:45:18","date_modified":"2026-06-26 03:45:18","permalink":{"id":148583,"object_type":"structure","relational_id":13582,"identifier":"16","token":"13.1\/12\/16","url":"\/13.1\/12\/16\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":66470,"structure_id":13582,"section_number":"13.1-1088","catch_line":"Definitions","url":"\/13.1-1088\/","token":"13.1\/12\/16\/13.1-1088","metadata":false},{"id":74889,"structure_id":13582,"section_number":"13.1-1089","catch_line":"Nature of protected series","url":"\/13.1-1089\/","token":"13.1\/12\/16\/13.1-1089","metadata":false},{"id":59342,"structure_id":13582,"section_number":"13.1-1090","catch_line":"Powers and duration of protected series","url":"\/13.1-1090\/","token":"13.1\/12\/16\/13.1-1090","metadata":false},{"id":55148,"structure_id":13582,"section_number":"13.1-1091","catch_line":"Governing law","url":"\/13.1-1091\/","token":"13.1\/12\/16\/13.1-1091","metadata":false},{"id":62538,"structure_id":13582,"section_number":"13.1-1092","catch_line":"Relation of operating agreement, this article, and the other articles of this chapter","url":"\/13.1-1092\/","token":"13.1\/12\/16\/13.1-1092","metadata":false},{"id":84976,"structure_id":13582,"section_number":"13.1-1093","catch_line":"Additional limitations on operating agreement","url":"\/13.1-1093\/","token":"13.1\/12\/16\/13.1-1093","metadata":false},{"id":84390,"structure_id":13582,"section_number":"13.1-1094","catch_line":"Rules for applying other articles of this chapter to specified provisions of this article","url":"\/13.1-1094\/","token":"13.1\/12\/16\/13.1-1094","metadata":false},{"id":62260,"structure_id":13582,"section_number":"13.1-1095","catch_line":"Protected series designation; amendment","url":"\/13.1-1095\/","token":"13.1\/12\/16\/13.1-1095","metadata":false},{"id":57931,"structure_id":13582,"section_number":"13.1-1096","catch_line":"Name","url":"\/13.1-1096\/","token":"13.1\/12\/16\/13.1-1096","metadata":false},{"id":56560,"structure_id":13582,"section_number":"13.1-1097","catch_line":"Registered office and registered agent","url":"\/13.1-1097\/","token":"13.1\/12\/16\/13.1-1097","metadata":false},{"id":62325,"structure_id":13582,"section_number":"13.1-1098","catch_line":"Service of process, notice, or demand","url":"\/13.1-1098\/","token":"13.1\/12\/16\/13.1-1098","metadata":false},{"id":54545,"structure_id":13582,"section_number":"13.1-1099","catch_line":"Effectiveness of notice","url":"\/13.1-1099\/","token":"13.1\/12\/16\/13.1-1099","metadata":false},{"id":83120,"structure_id":13582,"section_number":"13.1-1099.1","catch_line":"Annual registration fees","url":"\/13.1-1099.1\/","token":"13.1\/12\/16\/13.1-1099.1","metadata":false},{"id":79166,"structure_id":13582,"section_number":"13.1-1099.10","catch_line":"Enforcement of claim against non-associated asset","url":"\/13.1-1099.10\/","token":"13.1\/12\/16\/13.1-1099.10","metadata":false},{"id":55453,"structure_id":13582,"section_number":"13.1-1099.11","catch_line":"Events causing dissolution of protected series","url":"\/13.1-1099.11\/","token":"13.1\/12\/16\/13.1-1099.11","metadata":false},{"id":63314,"structure_id":13582,"section_number":"13.1-1099.12","catch_line":"Winding up dissolved protected series; voluntary cancellation","url":"\/13.1-1099.12\/","token":"13.1\/12\/16\/13.1-1099.12","metadata":false},{"id":57119,"structure_id":13582,"section_number":"13.1-1099.13","catch_line":"Waiver of cancellation upon dissolution; reinstatement of series limited liability company","url":"\/13.1-1099.13\/","token":"13.1\/12\/16\/13.1-1099.13","metadata":false},{"id":75947,"structure_id":13582,"section_number":"13.1-1099.14","catch_line":"Protected series may not be party to entity transaction","url":"\/13.1-1099.14\/","token":"13.1\/12\/16\/13.1-1099.14","metadata":false},{"id":59476,"structure_id":13582,"section_number":"13.1-1099.15","catch_line":"Restrictions on entity transaction involving a series limited liability company or a foreign series limited liability company","url":"\/13.1-1099.15\/","token":"13.1\/12\/16\/13.1-1099.15","metadata":false},{"id":73456,"structure_id":13582,"section_number":"13.1-1099.16","catch_line":"Merger authorized; parties restricted","url":"\/13.1-1099.16\/","token":"13.1\/12\/16\/13.1-1099.16","metadata":false},{"id":77582,"structure_id":13582,"section_number":"13.1-1099.17","catch_line":"Plan of merger","url":"\/13.1-1099.17\/","token":"13.1\/12\/16\/13.1-1099.17","metadata":false},{"id":69595,"structure_id":13582,"section_number":"13.1-1099.18","catch_line":"Articles of merger","url":"\/13.1-1099.18\/","token":"13.1\/12\/16\/13.1-1099.18","metadata":false},{"id":57317,"structure_id":13582,"section_number":"13.1-1099.19","catch_line":"Effect of merger","url":"\/13.1-1099.19\/","token":"13.1\/12\/16\/13.1-1099.19","metadata":false},{"id":87340,"structure_id":13582,"section_number":"13.1-1099.2","catch_line":"Associated assets","url":"\/13.1-1099.2\/","token":"13.1\/12\/16\/13.1-1099.2","metadata":false},{"id":84015,"structure_id":13582,"section_number":"13.1-1099.20","catch_line":"Application of \u00a7 13.1-1099.10 after merger","url":"\/13.1-1099.20\/","token":"13.1\/12\/16\/13.1-1099.20","metadata":false},{"id":81612,"structure_id":13582,"section_number":"13.1-1099.21","catch_line":"Governing law; foreign series limited liability companies and foreign protected series","url":"\/13.1-1099.21\/","token":"13.1\/12\/16\/13.1-1099.21","metadata":false},{"id":63955,"structure_id":13582,"section_number":"13.1-1099.22","catch_line":"No attribution of activities constituting transacting business or for establishing jurisdiction","url":"\/13.1-1099.22\/","token":"13.1\/12\/16\/13.1-1099.22","metadata":false},{"id":67053,"structure_id":13582,"section_number":"13.1-1099.23","catch_line":"Registration of foreign series limited liability company and foreign protected series; amended application; voluntary cancellation; reinstatement","url":"\/13.1-1099.23\/","token":"13.1\/12\/16\/13.1-1099.23","metadata":false},{"id":74322,"structure_id":13582,"section_number":"13.1-1099.24","catch_line":"Disclosure required when foreign series limited liability company or foreign protected series subject to proceeding","url":"\/13.1-1099.24\/","token":"13.1\/12\/16\/13.1-1099.24","metadata":false},{"id":73126,"structure_id":13582,"section_number":"13.1-1099.25","catch_line":"Uniformity of application and construction","url":"\/13.1-1099.25\/","token":"13.1\/12\/16\/13.1-1099.25","metadata":false},{"id":70064,"structure_id":13582,"section_number":"13.1-1099.26","catch_line":"Effect on certain actions","url":"\/13.1-1099.26\/","token":"13.1\/12\/16\/13.1-1099.26","metadata":false},{"id":79318,"structure_id":13582,"section_number":"13.1-1099.27","catch_line":"Relation to Electronic Signatures in Global and National Commerce Act","url":"\/13.1-1099.27\/","token":"13.1\/12\/16\/13.1-1099.27","metadata":false},{"id":83034,"structure_id":13582,"section_number":"13.1-1099.3","catch_line":"Associated members","url":"\/13.1-1099.3\/","token":"13.1\/12\/16\/13.1-1099.3","metadata":false},{"id":83613,"structure_id":13582,"section_number":"13.1-1099.4","catch_line":"Protected series membership interests","url":"\/13.1-1099.4\/","token":"13.1\/12\/16\/13.1-1099.4","metadata":false},{"id":55609,"structure_id":13582,"section_number":"13.1-1099.5","catch_line":"Management","url":"\/13.1-1099.5\/","token":"13.1\/12\/16\/13.1-1099.5","metadata":false},{"id":63606,"structure_id":13582,"section_number":"13.1-1099.6","catch_line":"Right of person not associated member of protected series to information concerning protected series","url":"\/13.1-1099.6\/","token":"13.1\/12\/16\/13.1-1099.6","metadata":false},{"id":64314,"structure_id":13582,"section_number":"13.1-1099.7","catch_line":"Limitations on liability","url":"\/13.1-1099.7\/","token":"13.1\/12\/16\/13.1-1099.7","metadata":false},{"id":59684,"structure_id":13582,"section_number":"13.1-1099.8","catch_line":"Claim seeking to disregard limitation of liability","url":"\/13.1-1099.8\/","token":"13.1\/12\/16\/13.1-1099.8","metadata":false},{"id":59181,"structure_id":13582,"section_number":"13.1-1099.9","catch_line":"Remedies of judgment creditor of associated member or protected series assignee","url":"\/13.1-1099.9\/","token":"13.1\/12\/16\/13.1-1099.9","metadata":false}],"previous_section":{"id":55453,"structure_id":13582,"section_number":"13.1-1099.11","catch_line":"Events causing dissolution of protected series","url":"\/13.1-1099.11\/","token":"13.1\/12\/16\/13.1-1099.11","metadata":false},"next_section":{"id":57119,"structure_id":13582,"section_number":"13.1-1099.13","catch_line":"Waiver of cancellation upon dissolution; reinstatement of series limited liability company","url":"\/13.1-1099.13\/","token":"13.1\/12\/16\/13.1-1099.13","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1099.12\/","history_text":"

This law was first created in 2019. The record of its establishment is cataloged in chapter 636<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":[{"id":74889,"section_number":"13.1-1089","catch_line":"Nature of protected series","order_by":null,"url":"\/13.1-1089\/"},{"id":84976,"section_number":"13.1-1093","catch_line":"Additional limitations on operating agreement","order_by":null,"url":"\/13.1-1093\/"},{"id":84390,"section_number":"13.1-1094","catch_line":"Rules for applying other articles of this chapter to specified provisions of this article","order_by":null,"url":"\/13.1-1094\/"}],"refers_to":[{"id":78398,"section_number":"13.1-1046","catch_line":"Dissolution; generally","order_by":null,"url":"\/13.1-1046\/"}],"permalink":{"id":148645,"object_type":"law","relational_id":63314,"identifier":"13.1-1099.12","token":"13.1\/12\/16\/13.1-1099.12","url":"\/13.1-1099.12\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1099.12\/","token":"13.1\/12\/16\/13.1-1099.12","dublin_core":{"Title":"Winding up dissolved protected series; voluntary cancellation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1099.12","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Subject to subsection B and in accordance with \u00a7 13.1-1094<\/a>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A dissolved protected series<\/span> shall wind up its activities and affairs in the same manner that a limited liability company<\/span> winds up its affairs under Article 9 (§ 13.1-1046<\/a> et seq.); and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Judicial supervision or other judicial remedy is available in the winding up of the protected series<\/span> to the same extent, in the same manner, and under the same conditions that apply under Article 9 (§ 13.1-1046<\/a> et seq.) in the winding up of a limited liability company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> When the affairs of a protected series<\/span> have been wound up, the series limited liability company<\/span> that established the protected series<\/span> shall deliver to the Commission<\/span> for filing a statement of designation cancellation setting forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the protected series<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The identification number issued by the Commission<\/span> to the protected series<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The name of the series limited liability company<\/span> that established the protected series<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The effective date of the certificate of protected series<\/span> designation; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that the protected series<\/span> has completed the winding up its affairs; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Any other information that the associated members<\/span> of the protected series<\/span> determine to include therein, including the reason for the filing of the statement of designation cancellation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the Commission<\/span> finds that the statement of designation cancellation complies with the requirements of law<\/span> and that all required fees have been paid, it shall by order<\/span> issue<\/span> a certificate of designation cancellation, canceling the protected series<\/span>’ existence. Upon the effective date of such certificate, the existence of the protected series<\/span> shall cease, except for the purpose of suits, other proceedings, and appropriate actions by members<\/span> as provided in this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A series limited liability company<\/span> does not complete its winding up until each of its protected series<\/span> has completed its winding up. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nWINDING UP DISSOLVED PROTECTED SERIES; VOLUNTARY CANCELLATION (\u00a7 13.1-1099.12)\n\nA. Subject to subsection B and in accordance with \u00a7 13.1-1094:\n\n 1. A dissolved protected series shall wind up its activities and affairs in\n the same manner that a limited liability company winds up its affairs under\n Article 9 (§ 13.1-1046 et seq.); and\n\n 2. Judicial supervision or other judicial remedy is available in the winding\n up of the protected series to the same extent, in the same manner, and under\n the same conditions that apply under Article 9 (§ 13.1-1046 et seq.) in\n the winding up of a limited liability company.\n\nB. When the affairs of a protected series have been wound up, the series limited\nliability company that established the protected series shall deliver to the\nCommission for filing a statement of designation cancellation setting forth:\n\n 1. The name of the protected series;\n\n 2. The identification number issued by the Commission to the protected series;\n\n 3. The name of the series limited liability company that established the\n protected series;\n\n 4. The effective date of the certificate of protected series designation;\n\n 5. A statement that the protected series has completed the winding up its\n affairs; and\n\n 6. Any other information that the associated members of the protected series\n determine to include therein, including the reason for the filing of the\n statement of designation cancellation.\n\nC. If the Commission finds that the statement of designation cancellation\ncomplies with the requirements of law and that all required fees have been paid,\nit shall by order issue a certificate of designation cancellation, canceling the\nprotected series’ existence. Upon the effective date of such certificate,\nthe existence of the protected series shall cease, except for the purpose of\nsuits, other proceedings, and appropriate actions by members as provided in this\nchapter.\n\nD. A series limited liability company does not complete its winding up until\neach of its protected series has completed its winding up.\n\nHISTORY: 2019, c. 636.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}